Gilead Sciences has agreed to acquire a 49.9% equity interest in Pionyr Immunotherapeutics, a South San Francisco, California-based biopharmaceutical company developing cancer immunotherapies, in a deal worth up to $1.74 billion.

Pionyr has two preclinical candidates, PY314 and PY159, which have shown potential in solid tumors in combination with established anti-PD(L)-1 agents, a type of cancer immunotherapy. The company plans to file investigational new drug applications with the US Food and Drug Administration for both PY314 and PY159 in the third quarter of this year (2020). Pending Phase Ib results from either candidate, or sooner if Gilead chooses, Gilead can exercise its exclusive option to acquire the remainder of Pionyr.

Under the agreement, Pionyr’s shareholders will receive $275 million upon closing. Gilead will receive 49.9% of the common stock of Pionyr and an exclusive option to purchase the remaining equity. Gilead may exercise its exclusive option upon completion of Phase Ib studies for PY314 and PY159, or at an earlier time if Gilead chooses to do so, for a $315-million option exercise fee and up to $1.15 billion in potential future milestone payments. In addition, Gilead will provide Pionyr with additional funding for the PY314 and PY159 clinical programs as well as ongoing research and development programs.

The transaction is subject to customary closing conditions and Gilead says is expected to close shortly (as reported on June 23, 2020).

In addition, Gilead will have the right to nominate one individual to Pionyr’s Board of Directors upon closing of the transaction. In addition, Gilead and the other stockholders of Pionyr will jointly select and nominate one independent individual to Pionyr’s Board of Directors.

Source: Gilead Sciences